cnbmedleyletteragreement






                               November 14, 2018   Medley LLC  280 Park Avenue,  6th Floor East  New York, NY 10017         Re: Letter Agreement (the "Letter Agreemene)   Ladies and Gentlemen:         We  refer to that certain Credit Agreement, dated as of August 19, 2014 (as amended,  restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by  and among Medley LLC, a Delaware limited liability company (the "Borrower" or "you"), the  lenders from time to time party thereto (the "Lenders"), and City National Bank, a national  banking association, in its capacity as the administrative agent (the "Administrative Agent") and  in its capacity as the collateral agent for the Lenders (the "Administrative Agent" and the  "Collateral Agent", collectively "Agents"). Capitalized terms used herein and not otherwise  defined shall have the meanings assigned to such terms in the Credit Agreement.         Borrower has informed the Agents and the Lenders that Borrower intends to enter into a  merger transaction, pursuant to the Merger Agreement dated as of August 9, 2018 in the form  provided to Agents prior to the date hereof (the "Merger Agreement") among Medley  Management Inc., a Delaware corporation ("Medley"), Sierra Income Corporation, a Maryland  corporation  ("SIC") and Sierra Management, Inc., a Delaware corporation and wholly-owned  subsidiary of SIC ("Merger Sub"), in accordance with which Medley will merge with and into  Merger Sub, with Merger Sub as the survivor thereof (the "Designated Transaction").         Agents, the Lenders and Borrower agree that on the "Closing Date" as such term is  defined in the Merger Agreement and the consummation of the Designated Transaction ( such  date, the "Designated Transaction Effective Date") a Change in Control  will have occurred  pursuant to the Credit Agreement. Notwithstanding, the Borrower  requests that the Agents and  the Lenders  agree that the Designated Transaction be deemed to not constitute a Change in  Control subject to the conditions stated herein.         In consideration of the foregoing and the mutual covenants herein contained, and for  other good and valuable consideration, the receipt and sufficiency of which are hereby  acknowledged, the Agents, the Lenders and Borrower agree as follows:         1.    So long as the Designated Transaction Effective Date occurs on or before March 29, 2019, the Designated Transaction shall not constitute a Change in Control until the date that  is 120 days after the Designated Transaction Effective Date. If the Designated Transaction  Effective Date occurs on or after March 30, 2019, the Designated Transaction shall constitute a  Change in Control immediately upon the occurrence of the Designated Transaction Effective  Date.    LEGAL_us _w  # 96205864.9 38468.00116  





 






 





 






 





 






 





 






 





 






 





 






                                   EXHIBIT A                           REAFFIRMATION AND CONSENT                Reference is hereby made to that certain LETTER AGREEMENT, dated as of  November 14, 2018 (the "Letter Agreement"), by and among MEDLEY LLC, a Delaware limited  liability company ("Borrower"), the lenders identified on the signature pages thereof (such lenders,  together with their respective successors and assigns, are referred to hereinafter each individually  as a "Lender" and collectively as the "Lenders"), and CITY NATIONAL BANK, a national  banking association ("CNB"), as administrative agent and collateral agent for the Lenders and the  Bank Product Providers (in such capacity, together with its successors and assigns in such capacity,  "Agent"). All initially capitalized terms used herein but not otherwise defined herein shall have the  meanings ascribed to them in that certain Credit Agreement dated as of August 14, 2014 (as  amended, restated, supplemented or otherwise modified from time to time, the "Credit  Agreement"), by and Among Borrower, the Lenders and Agents. The undersigned Guarantors  each hereby (a) represents and warrants to Agent that the execution, delivery, and performance of  this Reaffirmation and Consent are within its powers, have been duly authorized by all necessary  action, and are not in contravention of any law, rule, or regulation, or any order, judgment, decree,  writ, injunction, or award of any arbitrator, court, or Governmental Authority, or of the terms of its  Organizational Documents, or of any contract or undertaking to which it is a party or by which any  of its properties may be bound or affected; (b) consents to the amendments of the Credit  Agreement and the consents set forth in the Letter Agreement; ( c) acknowledges and reaffirms its  obligations owing to the Agents and the Lenders under any Loan Documents to which it is a party;  ( d) reaffirms, acknowledges and agrees that it has granted to Collateral Agent a perfected security  interest in the Collateral in order to secure all of its present and future Indebtedness under the Loan  Documents to which it is a party; (e)  restates, ratifies and reaffirms each and every term and  condition set forth in the Credit Agreement and other Loan Documents to which it is a party  effective as of the date of the Letter Agreement; (f) confirms that all Indebtedness of the  Guarantors evidenced by the Loan Documents to which they are a party are unconditionally owing  by it to Agents and the Lenders, without offset, defense, withholding, counterclaim or deduction of  any kind, nature or description whatsoever; and (g) agrees that each of the Loan Documents to  which it is a party is and shall remain in full force and effect. Although each of the undersigned  has been informed of the matters set forth herein and has acknowledged and agreed to same, they  each understand that neither any Agent nor any Lender has any obligation to inform it of such  matters in the future or to seek its acknowledgment or agreement to future amendments, and  nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation  and Consent by telefacsimile or other electronic method of transmission shall be equally as  effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any  party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or  other electronic method of transmission also shall deliver an original executed counterpart of this  Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not  affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This  Reaffirmation and Consent shall be governedby  the laws of the State of New York.                                 [Signature page follows]    LEGAL_US_W # 96205864.9 38468.00116